BAYOOSOFT GmbH(“BAYOOSOFT”) is manufacturer and distributor of PHNX, a security software system for mobile devices (smart phones or tablets for Android or iOS) and computers (desktops or notebooks for Windows or MacOS) for individuals and enterprises. PHNX offers users services to input, store, use, backup and restore confidential and sensitive “micro data” in a file with the highest possible encryption (“vault”) in order to protect this data from access by third parties and, at the same time, to make use of it conveniently. The term micro data refers to short data strings of high value to the user: Login data and passwords for websites, bank account numbers, access codes, PIN codes, confidential notes, etc. The 256-bit AES encryption offers an extremely high level of security. In this document, PHNX will be referred to as “PHNX”, “system”, “app(lication)” or “software”. In the following, the terms and conditions will be laid out for the use of the PHNX app – whether free or in return for payment.

1. Scope of Application

1.1. Any and all use of the application offered by BAYOOSOFT is permitted exclusively in accordance with these terms and conditions. In individual instances, these general Terms of Use may be supplemented, modified or replaced by other terms and conditions. By commencing use, the validity of these Terms of Use in their respectively valid version is accepted by the user.

1.2. Insofar as the user uses the application as or on behalf of a business enterprise, that is, in the exercise of a commercial or independent professional activity, or for a public corporation, the provisions of Section 312i (1) (1) (1 – 3) of the German Civil Code are not applicable.

1.3. If the application is aimed at enterprises or public corporations, the respective enterprise or public corporation shall be represented by the user and the actions and knowledge of the user shall be attributable to the enterprise or public corporation.

2. Services

2.1. BAYOOSOFT keeps certain information, previously submitted by the user, available for the user to retrieve or download.

2.2. BAYOOSOFT shall be entitled to discontinue operation of the application, in full or in part, at any time. In consideration of the properties of the internet and of computer systems, BAYOOSOFT assumes no liability for the uninterrupted availability of the application.

3. Registration

The use of PHNX requires no registration.

4. Rights to Use the Information, Software and Documentation

4.1. The use of functions, information and documentation made available by PHNX is governed by these Terms of Use.

4.2. BAYOOSOFT grants the user a non-exclusive and non-transferrable right to use the functions, information and documentation made available through the application to the extent that has been agreed, or if nothing was agreed, in a manner that corresponds to the purpose pursued by BAYOOSOFT in the act of providing and making these available.

4.3. The user may not at any time sell, lease or otherwise make available to third parties the functions, information or documentation.

4.4. The functions, information and documentation are protected both by copyright laws and international
copyright agreements, and by other laws and agreements pertaining to intellectual property. The user shall observe these rights and in particular, the user shall not remove any alphanumeric codes, trademarks or copyright notices from the functions, information or documentation, or from copies thereof.

4.5. Otherwise, the provisions of Sections 69a et seq. German Copyright Act remain unaffected.

5. Intellectual Property

5.1. Notwithstanding the special provisions of Article 4 of these Terms of Use, the information, brand names and other contents of the application may not be modified, copied, duplicated, sold, leased, used, supplemented or otherwise exploited without the prior written consent of BAYOOSOFT.

5.2. Apart from the usage rights or other rights granted expressly to the user in the present Terms of Use, no further rights of any kind, particularly not rights to the company name and industrial property rights such as patents, registered designs or trademarks are granted to the user, nor is BAYOOSOFT obligated to grant any such rights.

5.3. To the extent that the user makes ideas and suggestions on the application, BAYOOSOFT shall be entitled to use them free of charge for purposes of developing, improving and selling products from its portfolio.

6. User Rights and Obligations

6.1. PHNX software may be used to secure passwords and personal data. The software may be used only in accordance with lawful purposes, and the user declares herewith not to use PHNX in any illegal way. When using the application, in particular, the user must not

• offend governing law or common decency through his or her usage behavior;
• infringe industrial property rights, copyrights, personal, property or other third-party rights;
• transmit illegal, pornographic or any other kind of legally abusive content or malicious software of any kind;
• enter, store or send hyperlinks or content without authorization to do so, particularly when these hyperlinks or content violate confidentiality obligations or are unlawful.

6.2. The user must not „reverse engineer”, change, translate, copy or distribute the software or parts of it.

6.3. The TESIS SYSware logo, is a word/figurative mark of BAYOOSOFT Software Entwicklung GmbH, Munich. The product name PHNX including any related derivations thereof, as well as product logos or emblems, is owned by BAYOOSOFT. All other companies, logos, products, trademarks or industrial copyrights mentioned or appearing in the app belong to the respective owners.

6.4. Users of the software are entitled to use PHNX on one or several mobile devices including the possibility to backup, synchronize and store vault data on other devices or cloud drives of their choice. In the case of loss, theft or deletion of data on such a device or folder, users without backup have no means to restore their data. After installation or update the software itself never touches a device. Users are informed exclusively via the respective “app store” whenever there are updates available. BAYOOSOFT does not get to know who downloads or uses PHNX.

7. Hyperlinks

The application may contain hyperlinks to the BAYOOSOFT or third-party websites. BAYOOSOFT assumes no responsibility for the content of third-party websites and does not espouse these websites nor their content as BAYOOSOFT does not control the linked information and is also not responsible for the content and information made available there. The user uses such websites at their own risk.

8. Liability for material and legal defects

8.1. Any liability for material or legal defects regarding functions, information or documentation, particularly for the accuracy, absence of errors, absence of third-party protection rights and copyrights, completeness and/or usability are excluded, except in cases of deliberate intent or fraud.

8.2. The information contained in the application may include specifications or general descriptions of technical possibilities of the product, which may not always be valid in every case (e.g., due to product changes).

8.3. The User hereby acknowledges that in order to use the software a “master password” must be set for each vault. This master password may only be used by the user personally. He alone is responsible for maintaining the confidentiality and secrecy of the master password and the data entered, imported into or exported from the software. BAYOOSOFT has no knowledge and will never gain knowledge of the user’s password and will never ask for it. BAYOOSOFT also has no access to the content the user enters in PHNX and stores in one or several vaults. The user declares that he will never give a master password to any other person and – should he turn to the BAYOOSOFT Support in case of a software problem – not under any circumstance give it to an employee of BAYOOSOFT. BAYOOSOFT is not responsible for actions carried out by persons or systems that, by using the master password of the legitimate user or data stored in a PHNX vault, misuse or illegally acquire the owner’s data or other property. In case the user forgets a master password, there will be no way for BAYOOSOFT to grant the user access to the content of the respective vault. It is therefore of extraordinary importance for the user not to forget a master password because only this will grant him access to the data in the respective PHNX vault. However, there is the option for the user himself, when setting up a vault, to enforce one or several of the authentication methods offered by PHNX that will allow the user to reset and assign a new master password after having run through the appropriate security process.

9. Other liability, viruses

9.1. BAYOOSOFT’s liability for material and legal defects is governed by the provisions of Article 8 of these Terms of Use. Otherwise, any liability of BAYOOSOFT, particularly for but not limited to consequential damages, is excluded, unless liability is compulsory by reason of, for example, the German Product Liability Act, or due to deliberate intent, gross negligence, or injury to life, body or health, or the assumption of a guarantee of quality, or fraudulent concealment of a defect, or violation of material contractual obligations. However, damages for the violation of material contractual obligations are limited to typical, foreseeable contractual damages, except in cases of deliberate intent or gross negligence.

9.2. Although BAYOOSOFT always strives to keep the application free of viruses, BAYOOSOFT does not guarantee the absence of viruses. Before downloading information, software or documentation, the user should take appropriate security precautions and scan for viruses, for his own protection and to prevent viruses on the application.

9.3. The foregoing provisions of Articles 9.1 and 9.2 do not entail a shift in the burden of proof to the disadvantage of the user.

10. Data protection

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11. Side agreements, place of jurisdiction, governing law

11.1. Side agreements require written contracts.

11.2. If the user is a merchant according to the definition of the German Commercial Code, the courts of
Munich have jurisdiction and venue.

11.3. The application is operated by and is the responsibility of BAYOOSOFT GmbHand/or its subsidiaries. The application recognizes the requirements of the respective country in which the responsible company is domiciled. BAYOOSOFT assumes no responsibility for the possibility that information, software and/or documentation can be retrieved or downloaded from the application also in places that do not lie within the respective country. If users access the application from places that do not lie within the respective country, they are themselves exclusively responsible for complying with the applicable legal regulations of the respective country. Access to information, software and/or documentation on the application from countries in which such access is unlawful is not permitted. In this case, and assuming that the user wishes to enter into business relations with BAYOOSOFT, the user should contact the BAYOOSOFT representatives in the respective country.

11.4. German law applies exclusively.